1. Payment of tax liability by withholding shares of stock from award of restricted shares vesting under the issuer's stockholder-approved Executive Incentive Compensation Plan. The overall net effect of the vesting of restricted shares, after the withholding and sale of shares to pay income taxes associated with such vesting reported on this Form, was to increase Mr. Wheeler's non-restricted holdings (i.e., common shares held outright) of Colgate stock.

2. Sale of shares (with proceeds delivered to the Company) for payment of tax liability above minimum required statutory withholding (but not in excess of full applicable statutory tax rates) resulting from vesting of award of restricted shares under the Company's stockholder-approved Executive Incentive Compensation Plan. The overall net effect of the vesting of restricted shares, after the withholding and sale of shares to pay income taxes associated with such vesting reported on this Form, was to increase Mr. Toben's non-restricted holdings (i.e., shares held outright) of Colgate common stock.

Remarks:

Nina D. Gillman by power of attorney

03/04/2009

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).